The Regulation Amending the Regulation on the Establishment and Operating Principles of Asset Management Companies and the Transactions Regarding Receivables to be Acquired Has Been Published

The Regulation on the Amendment of the Regulation on the Establishment and Operating Principles of Asset Management Companies and Transactions Regarding Receivables to Be Acquired (“Amended Regulation”), which introduces changes to the procedures and principles regarding the operation of asset management companies established in Turkey, participation-based transactions, and receivable transfer processes, within the framework of the Regulation on the Establishment and Operating Principles of Asset Management Companies and Transactions Regarding Receivables to Be Acquired prepared by the Banking Regulation and Supervision Agency (“Agency”) and published in the Official Gazette dated 14.07.2021 and numbered 31541, was published in the Official Gazette dated 27.08.2025 and numbered 32999.

The amendments introduced under the Amended Regulation are summarized below for your information.

Regulation on Operations Based on the Participation Principle Introduced

Pursuant to the Amended Regulation, asset management companies will be able to operate solely within the limits of the resources they provide in accordance with the participation principle, and they will be obliged to keep their accounting records related to these activities readily available for audit.

It is mandatory for companies operating exclusively on a participation basis to include the term “participation” in their trade name and to explicitly state in their articles of association that their activities are conducted on a participation basis. The Banking Regulation and Supervision Board (“Board”) is authorized to determine the procedures and principles to be applied by companies engaging in participation-based activities.

Obligations Regarding Branch Opening and Partnership Formation Regulated

Under the Amended Regulation, when asset management companies open domestic branches, they are required to:

- Register and announce the branch in the trade registry within three months from the date of obtaining the branch opening permit, and

- Submit to the Agency a copy of the registration announcement along with a document evidencing the payment of the financial activity permit fee for the branch opening in accordance with the Fees Law No. 492.

Independent Audit of Information Systems Regulated

Pursuant to the Amended Regulation, the independent audit of information systems in asset management companies shall be conducted every three years. The Agency is authorized to determine the company to be audited, the scope and frequency of the audit, and the date on which the reports will be submitted. It is also regulated that, if deemed necessary, the Agency may vary the scope and frequency of the information systems audit.

Monitoring of Cash Flows and Provisions Regulated

Pursuant to the Amended Regulation, the assumptions used in forecasting portfolio cash flows must be consistent, accurate, documented in writing, and kept readily available for audit. Based on evaluations conducted on the portfolios on a quarterly basis, provision and income records will be updated. The Board is authorized to modify these evaluation ratios and to differentiate them on a company-by-company basis. Furthermore, under the Amended Regulation, cash flows may be updated if collections deviate by 10% from the expected amount, and it is also regulated that this threshold may be changed by the Board.

Provision of Funds by Shareholders and Disposal of Shares Regulated

Pursuant to the Amended Regulation, asset management companies are permitted, within general principles, to obtain funds from their shareholders. In addition, it is mandatory to provide information regarding the acquired shares and to dispose of these shares within three years; the Board is authorized to extend this period up to twice its original duration.

Regulation on the Receivable Transfer Process Introduced

Pursuant to the Amended Regulation, it is stipulated that source institutions may transfer their receivables to asset management companies they control or that control them only through a tender procedure. This provision shall not apply to companies in which the Savings Deposit Insurance Fund holds at least a 20% share. Furthermore, it is mandatory that the sharing of information and documents during the tender process be conducted in a fair, transparent, and competitive manner, and within the framework of a confidentiality agreement.

Definition of Performing Receivables Amended

Pursuant to the Amended Regulation, the definition of “performing” receivables has been amended to refer to receivables whose principal and/or interest payments are overdue by more than 60 days from their due dates or the dates on which they should have been paid. With this amendment, receivables whose principal and/or interest payments are overdue by more than 60 days from their due dates or payment dates will be considered “performing receivables” and may be transferred to asset management companies.

Communication Hours and Days with Debtors Amended

Pursuant to the Amended Regulation, the phrase “Sundays” in subparagraph (a) of the first paragraph of Article 24 of the Regulation has been amended to “weekends,” and “20:00” has been amended to “17:00.” Accordingly, communication with debtors or authorized persons related to the debt may now only take place on weekdays between 09:00 and 17:00.

Temporary Regulation and Alignment Process Introduced

Pursuant to the Amended Regulation, companies with irregular or non-compliant shareholder structures are required to rectify these structures within one year from the effective date. This period may be extended up to twice its original duration under the authority granted to the Agency.

Effective Date

The provisions of the Amending Regulation, to be executed by the President of the Banking Regulation and Supervision Agency, entered into force on the date of its publication, 27.08.2025.